ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Green Day Share Exchange Agreement
The Board of Directors of
ITEM 2.01 COMPLETION OF ACQUISITON OR DISPOSITION OF ASSETS
The Company refers to Item 1.01 above, "Entry into Material Definitive Agreement" and incorporates the contents of that section herein, as if fully set forth under this Section 2.01.
BUSINESS DEVELOPMENT Historical Business
We were incorporated in
Immediately prior to the merger described below and since our inception in
We commenced operations in
CURRENT BUSINESS OPERATIONS
We are a research and development company dedicated to producing alternative clean technologies that promote energy efficiency throughout a wide range of applications. We design, develop and market various technologies, including Oxy-Hydrogen on-demand generators, reverse fuel cells, solar to hydrogen fuel cells and other products to deliver a clean gas that provides energy savings, emissions reductions of diesel fuel and other natural gas applications. We believe that all of our products are designed to assist companies in reducing operational costs, providing a competitive advantage and increasing our customers' profitability.
Our subsidiary, Green Day, has licensed patented waste heat to electric power generation technology which works as a co-generator when installed on a primary electrical generator unit. We believe it is also powerful enough to serve as a primary energy source. Green Day has pending contracts to sell refuse and biomass derived pellets, which are alternatives to producing electricity instead of the traditional method of burning coal.
In accordance with the terms and provisions of the Acquisition, we are the parent of KET. Through KET, we will design, manufacture and sell Oxy-Hydrogen Systems. We are developing an electrolyzer unit, which is a component of Oxy-Hydrogen Systems, that produces hydrogen and oxygen for these systems. This unit offers the advantage of producing adequate quantities of these gases with lower power requirements, lower weight and smaller size. Initially and until we obtain the financing necessary to develop our own products, all of these systems will be manufactured by a third party. The purpose of these systems is to promote fuel economy and engine life and to reduce harmful emissions by reducing the amount of fuel required to be used to operate an engine and by reducing the temperatures as which engines operate. These systems function by creating oxygen and hydrogen from distilled water through electrolysis and injecting these gases into the mixture of fuel and air used in gasoline and diesel internal combustion engines. Electrolysis is performed by passing electric current generated by a vehicle's electrical system through distilled water. The gases thus generated are moved through valves and tubing into the fuel mixture, and is burned in the engine, together with the fuel. Hydrogen is an explosive gas. In order to reduce the possibility of an explosion, the systems that we sell will not store hydrogen, but create it on an "on demand" basis.
Private Label Agreement
• Mini-Mark: This product was designed for small 4 cylinder engine applications
such as auxiliary power units that supplement a vehicle's main engine.
• Mark V: This product was designed to supplement refrigerated trailer units and
for small box and delivery trucks.
• Mark VI-Base: This product was designed for medium-duty diesel-powered
vehicles, including school buses, small transit buses, tow trucks and small
off-road equipment such as front loaders and bulldozers.
• Mark VI-Modified: This unit was designed for large transit buses and medium
sized diesel engine applications, such as heavy construction equipment and over-the-road Class 8 trucks (which weigh more than 33,000 pounds.
Under further terms and provisions of the Private Label Agreement, KET has agreed to install, distribute and sell the licensed products in "commercially reasonable quantities" and to commence doing so within "a reasonable time period." In the event that it fails to do so, GHT may terminate the Private Label Agreement. We can give no assurance that KET will be able to comply with these obligations because its ability to do so depends upon our ability to obtain the capital necessary to conduct our business and to purchase GHT's products. Under this agreement, KET will pay GHT 150% of the cost of its materials, parts and labor for its products.
GHT has represented and warranted that all products that it sells to KET will: (i) conform to GHT's most current written specifications for such products; (ii) be fit for their intended use; (iii) to the best of GHT's knowledge, be free, from infringement of all copyright, trademarks, patents and other intellectual property rights; and (iv) be manufactured and distributed in compliance with good manufacturing practices, applicable Federal laws and regulations of
We believe that the products and services provided under the Private Label . . .
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
SHARE EXCHANGE AGREEMENT Common Stock
During fiscal year ended
During first quarter of 2014, we have issued an aggregate 1,673,912,581 shares of our common stock to the Green Day shareholders in accordance with the terms and provisions of the Share Exchange Agreement. The 1,673,912,581 shares were issued in a private transaction in exchange for the acquisition by us of 100% of the total issued and outstanding shares of common stock of Green Day. The shares were issued to non-
During fiscal year ended
DESCRIPTION OF SECURITIES
The following description of our securities and provisions of our articles of incorporation and bylaws is only a summary. We refer to the copies of its articles of incorporation and bylaws, copies of which have been incorporated by reference as exhibits to this Current Report on Form 8-K. The following discussion is qualified in its entirety by reference to such exhibits. Our management has access to all corporate books and records, including transfer agent records.
Authorized Capital Stock
The total number of stock authorized that may be issued by us is 5,000,000,000 shares of common stock, par value
Capital Stock Issued and Outstanding
After giving effect to the Share Exchange Agreement, our issued and outstanding securities, on a fully diluted basis, is as follows:
• 3,053,561,098 shares of common stock; approximately 70.1% of which shares are held by Green Day Shareholders issued pursuant to the Share Exchange Agreement; 10,000,000 shares of preferred stock, approximately 50% of which shares are • held by Green Day Shareholders issued pursuant to the Share Exchange Agreement; • No options to purchase any capital stock or securities convertible into capital stock; and • No warrants to purchase any capital stock or securities convertible into capital stock.
As of the date of this Current Report, there are 313 shareholders of record.
Green Day Technologies is and has always been a privately-held company. There is not, and never has been, a public market for the securities of Green Day Technologies Our common stock is listed for quotation on the OTCQB under the symbol "KGET." Our shares commenced trading approximately
Quarter Ended High Bid Low Bid
March 31, 2014December 31, 2013 $0 $ 0August 30, 2013 $ 0 $ 0Holders
The approximate number of stockholders of record at
We have never declared or paid a cash dividend on our capital stock. We do not expect to pay cash dividends on our common stock in the foreseeable future. We currently intend to retain our earnings, if any, for use in our business. Any dividends declared in the future will be at the discretion of our Board of Directors.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
Financial Statements of Businesses Acquired. In accordance with Item 9.01(a),
TERRY L. JOHNSON, CPA 406 Greyford Lane Casselberry, Florida32707 Phone 407-721-4753 Fax/Voice Message 866-813-3428 E-mail firstname.lastname@example.org
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors
I have audited the accompanying balance sheets of
I conducted my audit in accordance with standards of the
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses from operations since inception, and it does not have a source of revenue sufficient to cover its operating costs. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Terry L. Johnson, CPA Casselberry, Florida June 25, 2014GREEN DAY TECHNOLOGIES, INC. BALANCE SHEETS December 31, December 31, Assets: 2013 2012 Current assets Cash and cash equivalents $ - $ - Accounts Receivable - - Deposit - - Total Current Assets - - Intangible Assets - - Total Assets $ - $ -
Liabilities and Stockholders' Deficit:
Accounts Payable 1,760,915 1,840,602 Related Party Loan
$ 466,668 $ 416,668Notes Payable-Officer 200,000 200,000 Total Current Liabilities 2,427,583 2,457,270 Total Liabilities 2,427,583 2,457,270 Stockholders' Equity: 96,305 18,205 Common Stock, 299,999,000 shares authorized, 96,304,774 and 18,204,774 issued and outstanding @.001 respectively Preferred Stock , A, 200 shares authorized, 158 and 159 shares issued @.001 - - Preferred Stock, B,100 shares authorized 0 and 40 shares issued @.001 par value, respectively - - Preferred Stock, C, 300 shares authorized, 221 and 244 shares issued@.001 respectively, - - Preferred Stock, D, 400 shares authorized,265 and 265 shares issued @.001 par value - - Additional Paid in Capital 24,632,747 24,464,688 Treasury Stock (100,000 ) (100,000 ) Accumulated Deficit (27,056,635 ) (26,840,163 ) Total Stockholders' Equity (Deficit) (2,427,583 ) (2,457,270 ) Total Liabilities and Stockers (Deficit) $ - $ - The accompanying notes are an integral part of these unaudited financial statements. GREEN DAY TECHNOLOGIES, INC. STATEMENTS OF OPERATIONS Year Ended December 31, 2013 2012 Total Revenue $ - $ - Expenses: Consulting 189,500 655,920 General and Administrative 25,000 157,314 Total operating expenses 214,500 813,234 Loss from operations (214,500 ) (813,234 ) Other income or (expense) Interest (1,972 ) (103,663 ) Profit (Loss) $ (216,472 ) $ (916,897 )Common shares outstanding 40,496,441 10,495,667 Net (loss) per share $ (0.01 ) $ (0.09 )Fully Diluted shares outstanding - - The accompanying notes are an integral part of these unaudited financial statements. GREEN DAY TECHNOLOGIES, INC. STATEMENTS OF CASH FLOWS For the For the Year Ended Year Ended December 31, 2013 December 31, 2012 Cash flows from operating activities: Net (Loss) for the period $ (216,472 ) $ (916,897 )Stock Issued 246,159 505,300 Adjustments to reconcile net (loss) to net cash (used) by operating activities: (Increase) in Deposits - - (Decrease) in Accounts Payable and Accrued Expenses (79,687 ) 410,515 Net cash (used) by operating activities (50,000 ) (1,082 ) Cash Flows from Investing Activities: Purchase of Technology Cash Flows used in Investing Activities Cash Flows from Financing Activities: Stock issued for cash Proceeds from Loans 50,000 Stock Payable Net cash provided by financing activities 50,000 Net increase (decrease) in cash - (1,082 ) Cash - beginning - 1,082 Cash - ending - -